Exploration Earn-In & JV Agreements

Highlights

Earn-in agreements reached covering five exploration licenses, and the successful granting of a new exploration license application, expands Emerald’s exploration ground position in Cambodia from 374km2 to 1,500km2

Earn-in agreement with Australian unlisted company, Mekong Minerals Ltd, over four exploration licences covering 861km2, whereby Emerald may earn up to an 70% interest

Historical drilling results within the Mekong ground, which have had limited follow up, demonstrate potential for significant new gold discoveries. Historical results include:

Mekong Minerals Agreement

Mekong currently holds an interest in four exploration licences covering; the ‘Kratie South Project’ (two exploration licences), the ‘Kratie North Project’ and the ‘Memot Project’. The two licences covering the Kratie South Project require the completion of an ‘exploration environmental impact assessment’ to be approved by the Cambodian Ministry of Environment.

Kratie South ProjectThe Kratie South Project displays similar mineralisation characteristics to Emerald’s 1.1Moz Okvau Gold Deposit (refer Appendix Two) and is located just 15 kilometres to the south of the Okvau deposit.

Systematic soil sampling has been completed within the Kratie South Project area, principally over mapped and interpreted intrusives and associated alteration haloes with the aim of identifying near surface gold and base metal mineralisation. Although relatively shallow style soils sampling, the work seems to have highlighted several mineralised systems well.

Within the western licence of the two exploration licences that make up the Kratie South Project, airborne magnetics have identified two areas of interpreted intrusive with hornfels alteration haloes (refer Figure Two). The two prospect areas identified are the ‘Preak Khlong NW Prospect’ and the ‘Gossan Prospect’. At the Preak Khlong NW Prospect, a 100 metre wide alteration zone hosts a consistent gold mineralised corridor with a thickness of 10 to 30 metres. A total of 7 RC holes and 6 diamond holes have been drilled at the Preak Khlong Prospect which returned highly encouraging results. Significant results (+10 gram metre) included:

1m @ 16.16g/t gold from 74m (RC09-PKL-001)

3m @ 8.92g/t gold from 73m (DD10-PKL-002)

4m @ 10.25g/t gold from 56m (DD11-PKL-006)

Artisanal workings at the Gossan Prospect contain quartz-galena-pyrite veins. Sections of the area have a well formed laterite cover which was previously mapped as gossanous material, hence the name of the prospect. A total of 17 diamond holes have been drilled at the Gossan Prospect. Significant results (+10 gram metre) included:

3m @ 12.94g/t gold from 38m (DD10GSN003A)

3m @ 8.51g/t gold form 58m (DD11GSN009)

2m @ 13.49g/t gold from 89m (DD11GSN015)

Within the eastern of the two exploration licences that make up the Kratie South Project, soil sampling has identified several north east trending zones with anomalous gold plus silver, copper, lead, zinc and arsenic. A gold-in-soil anomaly delineated at the ‘O’Khtung SE Prospect’ extends for an area of 800 metres x 100 metres. A gold-in-soil anomaly at the ‘Big Toe Prospect’ extends for an area of 950 metres x 300 metres. A total of 19 diamond holes and 3 RC holes have been drilled in these areas which returned anomalous but not significant gold results. This drilling was based almost solely on soil geochemistry rather than geological structural mapping and interpretation.

Kratie South Project Geology

Kratie North Project The Kratie North Project is located almost immediately to the west of Emerald’s 100% owned O’Chhung exploration licence and 35 kilometres from the Okvau deposit. A high resolution airborne magnetic and radiometric survey has previously been undertaken over the area which assisted Mekong Minerals in mapping several probable intrusive bodies with surrounding hornfels haloes. A total of 41 RC holes have been drilled within the Kratie North Project area and did not return any significant gold results. However, this drilling predominately targeted base metals prospectivity with limited work targeting potential gold mineralisation.

Kratie North Project Geology

Memot Project The Memot Project is located approximately 70 kilometres to the south-west of Emerald’s Okvau Gold Deposit. Airborne magnetic data indicates the project area contains at least six intrusives with associated hornfels alteration haloes. Gold occurrences within the licence area are associated with a series of north-west striking sulphide rich altered veins with a cluster of diorite intrusions. A total of 10 RC holes and 37 diamond holes have been drilled within the project area. This historical drilling returned encouraging results and, in Emerald’s view, have not be adequately tested. Significant results (+10 gram metre) included:

4m @ 11.94g/t gold from 4m (SNRC002)

16m @ 2.93g/t gold form 4m (SNRC009)

12m @ 1.01g/t gold from 12m (SNRC010)

1m @ 11.36g/t gold from 66m (DD09ANC013)

4.3m @ 4.76g/t gold from 147.2m (DD10ANC025)

Memot Project Geology

Mekong Earn In and Joint Venture TermsUnder a pre-existing agreement between Mekong Minerals and Southern Gold Ltd (‘Southern Gold’), Southern Gold holds a 15% interest in the Mekong Projects which is free carried to completion of a Definitive Feasibility Study. Southern Gold also holds a 2% gross royalty capped to US$11 million and 1% gross royalty thereafter across all the Mekong Projects. Southern Gold has consented in principal to the term sheet between Emerald and Mekong Minerals.

Emerald and Mekong Minerals have entered into a binding term sheet whereby:

Southern Gold’s existing 15% interest will be maintained;

Emerald to assume responsibility for the completion of the exploration environmental impact assessment on the Kratie South Project;

Emerald has the right to withdraw any of the exploration licences from the Earn-in & Joint Venture at any time;

Emerald is to sole fund US$0.5 million of exploration expenditure on each of the exploration licences within the initial 2 years to earn an effective interest of 20%;

Emerald is then to sole fund a further US$1.0 million of exploration expenditure on each of the exploration licences over the following 2 years, to increase its effective interest to 51%;

Upon Emerald earning an effective 51% interest, Mekong Minerals may elect to either contribute to maintain its interest of 34% (Southern Gold remains free carried for 15%) or not contribute and be free carried to completion of a DFS for a 15% interest;

If Mekong Minerals has not elected to contribute, Emerald will earn an effective interest of 70% upon completion of a DFS;

Emerald will be the Manager;

The binding term sheet with Mekong Minerals is conditional upon legal due diligence to Emerald’s satisfaction, finalisation of a formal Earn-In & Joint Venture Agreement (which is to be in a form satisfactory to Southern Gold) and approval of the Earn-In & Joint Venture by Cambodian Ministry of Mines and Energy.

Angkor Gold Earn-In Agreement

Koan Nheak Project

The Koan Nheak Project approximately 50 kilometres north-east of Emerald’s 100% owned Okvau Gold Project, in the north-east of the Mondulkiri Province. The Koan Nheak Project area covers three prospects of interest: Peacock in the west, centred on a diorite intrusive which is surrounded by multiple stream sediment geochemical anomalies; East Ring in the east, centred on a very much smaller diorite with strong anomalous gold found in a stream sediment survey; and Straddle in the south, where two contiguous arsenic anomalies occur in the stream sediment survey. Numerous sulphide-rich quartz veins have been mapped within the licence area, with field grab samples returning up to 33.2 g/t gold. Rock chip sampling undertaken by Emerald as part of its field review of the Koan Nheak Project returned up to 10g/t gold.

Angkor Koan Nheak Project Geology

Angkor Earn In Agreement TermsEmerald and Angkor have entered into Earn-In Agreement covering the Koan Nheak Project whereby Emerald has the ability to earn an 80% on the following terms:

Emerald can elect to acquire a 51% interest, by sole funding US$2.0 million in exploration by no later than 1st March 2020 and by making a cash payment of US$0.2 million on or before 1st March 2020. Emerald must spend a minimum of US$0.5 million within the initial 12 months of the Earn-In Agreement before it has the right to withdraw;

Emerald may then increase its interest to 80% by sole funding the completion of a Definitive Feasibility Study. Emerald must complete the Definitive Feasibility Study by 7th March 2022;

Upon Emerald earning an 80% interest, Angkor may elect to continue to hold a 20% participating interest or to convert its 20% participating interest into a 3.5% Net Smelter Royalty (‘NSR’);

If Angkor elects to convert its participating interest to a 3.5% NSR, Emerald may (at its sole discretion) at any time purchase back 1.0% of the NSR (to reduce the NSR to 2.5%) for a payment of US$1.5 million and then a further 0.5% of the NSR (to reduce NSR to 2.0%) for a further payment of US$1.5 million;

Should Angkor choose to hold its 20% participating interest and not convert to a NSR, Emerald shall continue to fund Angkor’s 20% share of costs which would be repaid by Angkor from future revenue derived from the Project;

Emerald will be the ‘Manager’ of the Koan Nheak Project; and

The Earn-In Agreement is subject to the approval of the Cambodian Ministry of Mines and Energy.